[SCHEDULE 13G] Mesa Air Group, Inc. SEC Filing

Rhea-AI Filing Summary

PAR Investment Partners, PAR Group II, and PAR Capital Management have jointly filed a Schedule 13G disclosing a 5.2% ownership stake in Mesa Air Group, representing 2,140,934 shares of common stock. The filing is based on 41,334,433 total outstanding shares as of May 20, 2025.

Key details of the ownership structure:

• All three entities maintain sole voting and dispositive power over the reported shares
• PAR Investment Partners is the direct holder of the shares
• PAR Group II serves as the sole general partner of PAR Investment Partners
• PAR Capital Management is the sole general partner of PAR Group II

The filing indicates that the securities were not acquired to change or influence control of Mesa Air Group. The disclosure was signed by Steven M. Smith, Chief Operating Officer and General Counsel of PAR Capital Management, on June 20, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MESA AIR GROUP INC

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

590479135

(CUSIP Number)

06/13/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 590479135

1

Names of Reporting Persons

PAR Investment Partners, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,140,934.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,140,934.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,140,934.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based on 41,334,433 shares outstanding as disclosed on the issuer's Form 10-Q filed May 20, 2025.

SCHEDULE 13G

CUSIP No. 590479135

1

Names of Reporting Persons

PAR Group II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,140,934.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,140,934.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,140,934.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 590479135

1

Names of Reporting Persons

PAR Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,140,934.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,140,934.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,140,934.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MESA AIR GROUP INC
(b)	Address of issuer's principal executive offices: 410 North 44th Street, Suite 700, Phoenix, ARIZONA , 85008.
Item 2.
(a)	Name of person filing: PAR Investment Partners, L.P.
(b)	Address or principal business office or, if none, residence: 200 Clarendon St, 48th Floor, Boston, MA 02116
(c)	Citizenship: State of Delaware
(d)	Title of class of securities: Common Stock, no par value
(e)	CUSIP No.: 590479135
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,140,934
(b)	Percent of class: 5.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,140,934
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,140,934
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. The sole general partner of PAR Investment Partners, L.P. is PAR Group II, L.P. The sole general partner of PAR Group II, L.P., is PAR Capital Management, Inc. Each of PAR Group II, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PAR Investment Partners, L.P.

Signature:	/s/ Steven M. Smith
Name/Title:	Chief Operating Officer and General Counsel of PAR Capital Management, Inc.
Date:	06/20/2025

PAR Group II, L.P.

Signature:	/s/ Steven M. Smith
Name/Title:	Chief Operating Officer and General Counsel of PAR Capital Management, Inc.
Date:	06/20/2025

PAR Capital Management, Inc.

Signature:	/s/ Steven M. Smith
Name/Title:	Chief Operating Officer and General Counsel of PAR Capital Management, Inc.
Date:	06/20/2025

FAQ

How many shares of MESA stock does PAR Investment Partners own as of June 2025?

PAR Investment Partners owns 2,140,934 shares of MESA Air Group Inc common stock, representing 5.2% of the total shares outstanding as of June 2025.

Who are the reporting entities in MESA's Schedule 13G filing from June 2025?

The reporting entities are PAR Investment Partners, L.P., PAR Group II, L.P., and PAR Capital Management, Inc.. All three entities are based in Delaware and report beneficial ownership of the same 2,140,934 shares.

What is the voting power structure for PAR's stake in MESA?

PAR has sole voting power and sole dispositive power over all 2,140,934 shares (5.2% stake). There are no shared voting or dispositive powers reported, with 0 shares listed under shared control.

What is the purpose of PAR's investment in MESA according to the 13G filing?

According to the certification in Item 10, PAR certifies that the shares were not acquired for the purpose of changing or influencing control of MESA Air Group Inc, and are not held in connection with any transaction having that purpose or effect.

How many total shares of MESA were outstanding as of this filing?

According to the filing, there were 41,334,433 shares of MESA Air Group Inc outstanding as of May 20, 2025.